Contract analysis

I. DISTRIBUTION LIST The following individuals and their respective organizations shall each receive a complete copy of this Closing Agenda, together with all Exhibits and Attachments referenced herein. Following the closing, Calderwood & Harkness LLP will circulate a final, conformed version of this Closing Agenda reflecting the actual closing date and any closing-day modifications, together with a complete set of f

I. Buyer's Accountants — Ashford Prewitt LLP • Martin Ashford, CPA, Engagement Partner • Naomi Ikeda, CPA, Tax Partner J. Buyer's Revolver Agent Bank — Aldgate National Bank, N.A. • Trevor Kingsley, Managing Director, Real Estate Banking K. Insurance Broker — Hartwick Gunderson & Associates, Inc. • Peter Langford, Account Executive L. Local Counsel • James Breckenridge, Breckenridge Osgood LLP — Texas • Catherine Bea

II. TRANSACTION SUMMARY The following is a summary of the principal terms and structure of the transaction. This summary is provided for convenience of reference only and is qualified in its entirety by the provisions of the Purchase and Sale Agreement and the other closing documents described in this Closing Agenda. Transaction Structure. The transaction is structured as an entity-level acquisition by Fairwater Real

III. CLOSING SEQUENCE OVERVIEW The closing of the transaction contemplated by the PSA is being conducted as a funds transfer closing (commonly referred to as an "escrow closing"), with all closing documents held in escrow by Commonwealth National Title Insurance Company ("Commonwealth Title" or the "Escrow Agent") at its national office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303, under the

IV. PRE-CLOSING CONDITIONS PRECEDENT — CONFIRMATION STATUS The following is a detailed summary of the status of each material condition precedent to closing as of the date of this Closing Agenda. Unless otherwise indicated, each condition has been satisfied. A. Lender Consents (Change of Control) The transfer of 100% of the membership interests in each Target Entity from Seller to Buyer constitutes a "change of contr

I. Insurance. Property and Casualty Insurance. Replacement property and casualty insurance policies have been bound with Ironclad Indemnity Insurance Company, effective as of June 6, 2024, satisfying the insurance requirements set forth in PSA Exhibit M and the requirements of each mortgage lender. Certificates of insurance naming the applicable lenders as additional insured parties and/or loss payees, as required by

V. CLOSING DOCUMENTS — DETAILED AGENDA The following is a comprehensive list of all closing documents to be executed and/or delivered at closing. Unless otherwise indicated, all documents listed below have been executed and are held in escrow by Commonwealth National Title Insurance Company pending confirmation of all wire transfers on the Closing Date. Item numbers are assigned for tracking purposes and correspond t

I. Tenant Estoppel and SNDA Deliverables (Items 49–51) Item 49 — Estoppel Certificate Compilation (Executed). A compilation of seventy-nine (79) executed tenant estoppel certificates, organized by property, covering tenants representing $68,371,200 of $74,800,000 in aggregate annual in-place base rent (91.4% of ABR). Each estoppel certificate confirms the material terms of the applicable lease, including the commence

VI. FUNDS FLOW — WIRE TRANSFERS A. Summary of Closing-Day Wire Transfers The following table sets forth all wire transfers to be initiated on June 6, 2024, in connection with the closing. All wire transfers are to be initiated no later than 10:00 a.m. Eastern Time. Commonwealth National Title Insurance Company will not release any documents from escrow or disburse any funds to any party until all wire transfers liste